A New Beginning
by Mastercoop
Summary: Just when they thought it was over, an old foe returns. And when the world begins to crumble, the Lyoko warriors are left to pick up the pieces. Rating for language and violence. My first fic.
1. Prologue

I do not own Code Lyoko.

-Prologue-

The low buzzing hum of static filled the large room as Jeremie Belpois began typing furiously on the keyboard. The staccato crack of nearby gunfire could be heard coming up from the empty elevator shaft, but Jeremie disregarded this, and continued typing away. "This has to work," he muttered in a low voice as his fingers danced across the faded keys. His heart beat a fierce rhythm upon the inside of his chest. His glasses reflected light of the screen as his eyes flickered back and forth across it. He wondered vaguely how much time he had left, how much longer Ulrich and his men could hold off XANA's forces. As he typed, Jeremie thought about many of things, namely Aelita. For a short moment, his hands stopped typing, and the screen in front of him seemed to disappear as the image of his lost friend swam before his eyes. A lone tear slid down his cheek, but he didn't have time to wipe it away as his hands speedily resumed their typing. He remembered vividly the last time he had sat, typing at this chair. That was a long time ago, thought Jeremie, before pushing the thought from his mind. He needed to stay focused on the task at hand.

Jeremie's headset suddenly emitted a loud noise, causing him to jump a little in his seat. "How much more time do you need, Jeremie," shouted Ulrich's powerful voice into his ear. "We can't hold them off up here much longer." Ulrich's voice sounded much like it always did, strong and intense, but Jeremie could detect a hint of nervousness as well.

"As much time as you can give me," Jeremie quickly responded in to the mouthpiece. He didn't stop typing as he talked, but continued to hammer away at his keyboard.

"We'll give you as much time as we can," replied Ulrich. The sound of an explosion came from both the earpiece as well as the elevator shaft. Jeremie heard Ulrich swearing and barking some orders to his men. Then he said to Jeremie, in a much more solemn voice, "And I just thought you should know," he paused before continuing. "Odd is dead." Jeremie stopped typing for a few moments, uttered a few of his favorite swear words, and then returned to his work. "Please," Ulrich's voice was even quieter now, almost impossible to make out through all the static, "Please, Jeremie. You have to make this work. We'll hold them off as long as we can." Jeremie's headset went dead, leaving him feeling strangely alone.

A few years ago, Jeremie would have been to devastated to continue working after hearing about Odd's passing, but the previous years had toughened Jeremie up considerably. He was used to death. "Besides," whispered Jeremie to himself, "if I can make this work, it won't matter anyway. None of it will." The ceiling shook violently as the sounds of more explosions' reached Jereime's ears. Ignoring this, as well as the nearby shouts of Ulrich's fighters, Jeremie finish typing and hit the enter key on the super computer's keyboard. A small blue loading bar appeared on the screen, along with a countdown timer.

APPROXIMATE PROGRAM COMPLETION TIME: 3:00

2:59

2:58…

Jeremie watched as the bar slowly filled. He felt completely useless, sitting there, waiting, while Ulrich and his men fought XANA above him. Suddenly thinking of an idea, Jeremie swiveled around to face the screen. He opened the factory security camera program, and the computer's screen suddenly divided into many fuzzy, black-and-white security screens. Over half of the images displayed a black screen, indicating that the cameras were offline. The others, however, displayed a horrific scene of death and destruction.

"Jesus'" whispered Jeremie, as he stared at the images. It looked as if someone had bulldozed through the entire factory, leaving only rubble in their wake. Bodies littered the factory floor. Jeremie wasn't sure of the exact number of men Ulrich had brought with him, but it seemed to Jeremie that they must all be dead upon the floor. That however, was impossible, because on another screen, as small group of fighters remained, holding off what appeared to be an endless army of XANA's polymorphic specters. Jeremie could just spot Ulrich among them; bravely fighting to make sure Jeremie could complete his mission.

Filled with a sudden sense of urgency, Jeremie deactivated the security program to see how much time was left on the counter.

0:49

0:48…

Jeremie sat in silence as the counter crept towards zero, hoping and praying that the changes would work. If they didn't work, if he had failed, he knew it was over. He knew they stood no chance of escape. And even if he could escape, what then. He wouldn't be able to return home, not after everyone had expected him to stop XANA once and for all. There was nowhere left to run, nowhere to hide, which made this mission all the more important.

0:23

0:22…

The sounds of gunfire were growing louder every second, but Jeremie didn't care. The image of Aelita's face swam before his eyes again, and he prayed that see it once more. He hoped she would have been proud of him, proud of what he had accomplished. He missed her more than he missed anything else about his old life. All this time, while the other survivors had been fighting for their freedom, he had been fighting for her. She was his world, all that he had ever truly cared about.

0:07…

Jeremie stopped reminiscing for the last few seconds, crossed his fingers, closed his eyes, and prayed.

0:02

0:01

0:00

Jeremie could barely hear the small electronic beep of the computer over the noise of the fight upstairs. He squinted his eyes open to see a large green plus sign slowly revolving on the screen. He didn't scream or shout with joy, he just sat there for a moment. Even now, he couldn't afford to get his hopes up. He slowly began to initiate the program. He briefly pondered informing Ulrich, but decided against it. It would just take up more valuable time, and if the program worked, Ulrich would know anyway. Finally, after what seemed like a long time, Jeremie was all done. He had spent so much time to get to this point, but now it seemed almost surreal.

Jeremie closed his eyes for the last time, and whispered something that was indiscernible from the ear-splitting explosion that came from the elevator shaft. He opened his eyes, and brought his hand down on the enter key with great force, saying is a loud voice,

"Return to the past now."


	2. Chapter One

**MC:** Hey, what's up? It's me, The MasterCoop, here with my first story ever. This chapter is the real beginning of the story. It starts right after the end of the show. You'll notice some major differences from the prologue and the first chapters, but bear with me. Believe me, all of this will make sense in the end.

Thanks to White Moon Fox for being my first reviewer on this site. EVER. You ROCK! =)

These are the character's ages until otherwise specified:

Yumi – 16

Ulrich – 15

Odd – 15

Jeremie – 15

Aelita – 15

Jim – He'd rather not talk about it

William – 17

Sissi – 15

Ms. Hertz – Not as young as she used to be

Emily – 16

Milly and Tamiya – 14

Hiroki – 13

Kiwi – 4 (20 Something in dog years?)

If I ever feel I need to make an Author's Note, I'll indicate it with the **MC** symbol.

**MC:** MC stands for MasterCoop, duh.

I'm planning on this story being sort of long, just so you know. Also this chapter is probably one of the longest.

Warning: some fowl language (TURKEY! Ha, ha… sorry, bad joke)

This story is labeled as a romance fic, and there will be romance scenes, I'm not planning on any big kissy kissy scenes or stuff like that.

In this story, Kadic is in Paris. I don't care if that's not completely accurate. If someone actually knows where it is supposed to be, please tell me. Also, the entrance to the factory has steps, not just ropes to go down to the elevator.

I like reviews. Reviews are nice. But I won't ask you to leave one if you don't want to. However, as a new writer, any constructive criticism would be appreciated.

Now, on with the story…

Chapter 1:

Just like old times, only worse.

Jeremie was bored. He stared out his dorm window, looking down on the scene below. He could see his friends, or rather some of his friends seated on their favorite bench across the courtyard. He sighed, briefly considering going out to join them. They were probably talking about soccer, or video games, or some other topic Jeremie cared very little about. The prospect of leaving his dorm to go talk with them did not intrigue him.

Then again, he thought, his eyes turning to look at the inside of his dorm; what did he have to do in his room? Re-read one of his schoolbooks, surf the web for the umpteenth time, or run a super scan on the now dormant super computer. He had already done all of those things once today, and doing them again wasn't exactly Jeremie's idea of a good time.

His gaze returned to the open window, to the bench his friends sat upon. The one person he really wanted to see wasn't there, but then again, she rarely spent much time at school anymore. Yumi had assured Jeremie time and time again that Aelita's frequent trips to the Hermitage were just a phase Aelita was going through, her way of coping with the loss of her father. Aelita herself had told Jeremie that she just needed some time alone with her thoughts and her memories, but that didn't make not seeing her any easier for him. Without Aelita, life seemed kind of pointless to Jeremie. Whether it had been helping her on Lyoko, or teaching her about being human, Jeremie's life had always somehow revolved around that pink haired girl. Now that she no longer had to fight on Lyoko and was getting used to life on earth, he felt that Aelita didn't need him anymore. The thought of that made him shiver. He pushed that thought from his mind; he knew Aelita would always be one of his best friends.

'It isn't that I don't like my other friends,' thought Jeremie to himself, 'I just don't want to spend time with them right now.'

"But they are my friends," said Jeremie out loud, "and I should spend time with them." He suddenly stood up and walked out of his room, towards the entrance to the courtyard. They may be different from Jeremie, but Odd, Ulrich, and Yumi were still the best friends he had ever had.

When Jeremie arrived at the bench, he discovered to his relief that the gang was discussing schoolwork, which wasn't a subject he found completely boring. Even Odd was joining in, because now that Lyoko was gone, he had one less excuse to not do homework. Jeremie was helping them with the last few problems on a science sheet, when suddenly, to his bewilderment, a pair of hands cupped themselves around his eyes, and a voice whispered in his ear, "guess who."

"Aelita," Jeremie said nervously, hoping it wasn't someone else.

"Yep," said Aelita happily, removing her hands and placing quick kiss on Jeremie's cheek. Jeremie sat there stunned for a moment before regaining most of his composure. He noticed the rest of the gang smiling at him and began to blush.

"Someone's feeling a little better," said Yumi, gesturing towards Aelita, who, after kissing Jeremie, had sat down next to him and taken his hand in hers.

"Yeah," said Aelita, still in her happy tone. "I just needed some time to get past what happened, but now I feel much better." She leaned against Jeremie, resting her head on his shoulder.

The group soon returned to their previous conversation before changing to the topic of Ulrich's upcoming soccer tournament. Bored by the new topic of discussion, Jeremie quietly whispered to Aelita, whose head had not left his shoulder, "not that I'm complaining or anything, but what's with the sudden burst of affection?"

"I haven't been around for a while," responded Aelita in a pleasant undertone, "I missed you."

"I missed you too, Princess," whispered Jeremie into her ear. She giggled.

Jeremie and Aelita continued with their own private conversation while the rest of the group finished discussing Ulrich's tournament. Glancing down at his watch, Ulrich urgently tapped Yumi's shoulder saying, "Oh crap, were gonna be late for our Pencak Silat class. We'd better go." Yumi nodded in agreement and the rest of the group said goodbye to them as the walked across the courtyard to the gym.

Odd, Aelita, and Jeremie sat on the bench and talked for a little while longer before Odd stood up and stated that he had to go get ready for his date with Sam. Jeremie was about to say goodbye to Aelita and go back up to his room, when she suddenly offered to accompany him. Glad to have some company, Jeremie happily accepted her offer, and the two of them left the bench to head up to Jeremie's room together.

* * *

When they arrived, both Yumi and Ulrich were unsurprised to see they were the only people attending the class. Their Pencak Silat instructor and physical education teacher Jim, was waiting expectantly for them in the middle of the gym.

"Look who finally decided to show up," said Jim in an obviously annoyed voice.

"Sorry Jim, we have no excuse," replied Ulrich lowering his head. This was true; without Lyoko, the gang was finding that they rarely had an excuse for anything anymore.

"That's alright," said Jim, lighting up, "now split up into pairs." This was his order every week, despite the fact that only two people, Yumi and Ulrich, ever showed up to these classes.

Yumi and Ulrich however, did as they were told and stood facing each other, about ten feet apart. Yumi looked into Ulrich's pensive face, and wondered what he was thinking about. His face was hard to read at the moment, displaying only a look of eagerness to begin their fight.

Yumi was sill pondering Ulrich's thoughts when Jim gave the order to begin. Ulrich wasted no time in exploiting her distraction, moving forward quickly to make the first move. Though he never would have admitted it to her, Ulrich knew he needed every advantage he could get to help him defeat Yumi.

Yumi noticed Ulrich's incoming attack just in time to make a swift blocking gesture and jump away. She then moved towards Ulrich to commence her own attack.

Ulrich cursed his lack of speed in his first attack, as he now had to move fast just to defend himself from the flurry of incoming attacks Yumi was throwing at him.

Yumi smiled to herself as she watched Ulrich squirming, dodging left and right as he batted her attacks away. She enjoyed watching him under pressure. It made the expressions on his face so much easier to read.

* * *

Meanwhile, Odd was up in his and Ulrich's dorm room, preparing for his date with Sam. She had only recently transferred to Kadic, and though Odd wasn't completely sure of it, rumor was that she had moved to be closer to him. Odd had promptly asked her on this date, and she had happily accepted. After their first date, they had gone on several more. Odd had then vowed to Ulrich that he was going to try and make this relationship work better than his previous ones, all of which had ended in a swift and unpleasant manor. Odd was tired off constantly changing relationships, and was determined to make things work with Sam. Besides, when he was constantly changing girlfriends, he found that it was almost impossible to keep all of their names straight. Mixing up one girl's name with another's, Odd had learned, was not a good mistake to make.

"Hey there diggity-dog," Odd said to Kiwi, who was chasing his tail on Ulrich's bed. "You know Ulrich doesn't want you there." He thought for a moment of removing Kiwi from the bed but decided against it. "Whatever," he said petting Kiwi's ears.

A few minutes later, when Odd had just finished getting dressed, he heard a knock at his door, and Sam's voice calling from behind it, "come on Odd, were going to be late, and this date was you're idea after all."

"Sorry Sam," Odd called through the door, "be out in just a sec."

A moment later, he opened the door to see Sam standing before him. She looked very nice, smiling, in a plain short black dress and matching boots. Odd had normally though only Yumi could really pull off the all black outfit, but is seemed to fit Sam perfectly.

"You look great," Odd said after a moment of silence.

"Thanks. You too," replied Sam, smiling even bigger.

Odd hadn't really gone to any extremes with his outfit, wearing a simple purple dress shirt and black dress pants, and he was glad she was upset he hadn't dressed up more.

"Well, lets get going," said Sam, taking charge and turning around, heading for the stairs.

"Yeah," said Odd, "right behind you." She really seemed eager to get underway, and Odd only hoped it was because she wanted to spend more time with him, and not because she wanted to get the date over with as fast as possible.

When Odd and Sam finally arrived at the movie theater, Sam looked up to see that the movie they had planed on seeing was sold out.

"Damn," muttered Sam in a disappointed voice, turning to Odd, 'I really wanted to see that movie too." She then noticed Odd waving two tickets in front of he face, smiling. She stared in disbelieve for a few seconds before asking, "You got them in advance?"

"Yep," responded Odd, grinning from ear to ear, "anything for you."

"You know," said Sam, grabbing one of the tickets from Odd's hand, "you're a pretty cool boyfriend." She then gave him a quick hug and a kiss on the cheek before running of to buy popcorn. Odd stood there for a few moments, and did something he hadn't done in a long time; he blushed profusely. Quickly getting over this bout of embarrassment however, Odd ran after Sam to make sure she got enough popcorn for him.

* * *

When Jeremie and Aelita arrived at Jeremie's dorm, he quickly unlocked the door, and the two of them entered. Jeremie's room was relatively clean, especially when compared to Ulrich and Odd's. Aelita quickly sat down on Jeremie's bed while Jeremie took the previously vacated chair in front of his computer.

After a moment of silence, Jeremie spoke up. "I'm really glad to see you feeling better," he said, "you had me worried there for a little while."

"I know I did, and I'm sorry," said Aelita, turning to face Jeremie, "I just had to work some stuff out."

"I know you did, I completely understand. I'm just glad you over all that unhappiness."

"Thanks Jeremie," said Aelita, a content smile crossing her face. "Come here and sit next to me," Aelita continued, patting a spot next to her on Jeremie's bed, indicating where he was to sit.

Jeremie, though he was still rather nervous around Aelita, obliged to her request, moving to sit next to her. She leaned herself back and indicated that he should do the same. She then leaned the head upon his chest with a contented sigh. Jeremie quickly got passed his bout of nervousness and began to twirl a finger through her bright pink hair. Aelita snuggled closer to Jeremie, and gave another quieter sigh of pleasure.

Aelita and Jeremie continued leaning back on Jeremie's bed until Aelita's back came into contact with a long hard metallic object. A loud voice suddenly filled the room.

_~And finally, both the American and British governments have confirmed today that they have lost contact with several of their military satellites orbiting around the regions of…~_

"Sorry," mumbled Aelita quietly, reaching behind her, grabbing the radio and turning it off. "Now where were we," she said, attempting to lean back down on Jeremie's chest.

Jeremie however was sitting straight up on his bed, and quickly said to Aelita, "turn that radio back on."

Aelita, now sitting up as well, blinked and then did as she was told and turned the radio back on. She hadn't been paying attention to the report and wondered why it was so important to Jeremie. Normally she would have asked questions, but the look on Jeremie's face and the tone of his voice told her it was urgent.

_~Both governments are assuring the public that these are isolated and easily corrected incidents. They are assuring the public not to panic and maintaining that they should have the problems fixed very soon. That's all for now, I'm Jim McGuffin, and that's the news~_

Both teenagers stared at one another for several seconds before Jeremie said, "You don't think it could be-."

"No Jer, I don't think it could be XANA," Aelita said, interrupting Jeremie mid-sentence. "Please Jeremie, drop it. I don't want to have to think about XANA or Lyoko anymore."

"But if XANA gets control of military firepower like that, there's no telling what he could do." Jeremie sounded very worried. XANA had never tried anything as ambitious as this, but with XANA, you never could really know what to expect.

"How could it be him, Jeremie?" Aelita's voice sounded tired. "You still run scans of the super computer everyday, and the whole gang went over to the factory a couple of weeks ago and the whole place was as empty and shut-down as they day we turned the super computer off.

"I know," said Jeremie, sounding defeated, "but you have to admit it is kind of unusual." He got up and walked over to his computer, sitting down in front of the screen. Aelita thought he looked as though he was debating something in his mind. Apparently coming to a decision, Jeremie opened a file and began typing away on his computer.

"What are you doing?" asked Aelita quietly, standing up as well and walking to the computer to look over Jeremie's shoulder. Jeremie didn't respond, but continued to type. Aelita, used to his silence while he worked, leaned against his chair and watched as he began hacking some website she had never heard of. "What's some important about this shape website, Jer," she asked, obviously confused.

Jeremie chuckled before finally answering, "It's the Pentagon, Aelita. It's where American government is controlled from."

"Are you supposed to accessing this website, "asked Aelita nervously.

"Well, not exactly, "said Jeremie without looking up from the screen, "but that's never stopped me before." He looked over his shoulder with a smile.

Jeremie finished hacking the site and began accessing all sorts of files labeled TOP SECRET and EYES ONLY. Aelita winced. It was pretty obvious to her that whatever website Jeremie was on, he was probably braking a lot of rules by being there. They both sat in silence as Jeremie looked over numerous files, his face becoming more and more shocked with every passing second.

"Oh my god," he whispered, staring at the bright screen. "It's not just the satellites that are broken, the whole military network has gone haywire. The government has lost control of everything. They have no idea what's going on." He sounded more scared that Aelita could remember him sounding in a long time. "And now they're just waiting around to see what happens next." Now he sounded exasperated, even angry, "They should be evacuating! Don't they know how dangerous this is?"

"Jeremie," whispered Aelita, sounding terrified, "is it really XANA."

"I don't know Aelita, but even if it isn't, this situation is very bad. The American military has lost control of all their major weapon assets, and I'm suspecting that the European governments are experiencing the same thing."

Exiting out of the hacked government page, Jeremie opened a new super scan file and began scanning Lyoko for activity. After a few seconds, it indicated that there was no detected activity on Lyoko. "That's really strange," muttered Jeremie, more to himself than to Aelita.

"Come on, Aelita," said Jeremie, standing up and grabbing his jacket, "we have to go to the factory. I need to see for myself that this isn't XANA's doing."

"What about the others?" asked Aelita, sounding worried, "I know you're in a hurry to get to the factory, but we should warn them. And don't ask me to go get them myself. I don't want to go anywhere on my own."

"We'll call them once we reach the factory," said Jeremie hurriedly. Aelita looked as if she were going to insist that they go get them in person, but Jeremie cut her off. "Look Aelita, Odd is off who-knows-where on his date with Sam, so we couldn't go get to him anyways. And Ulrich and Yumi are training together so I'm sure we will be able to reach at least one of them."

"Yeah, you're right," agreed Aelita finally. "Lets just go to the factory and get this over with."

The two left Jeremie's room and headed for the manhole in the park that would take them to the factory. Inside, Aelita was silently praying to any god that would listen that XANA was not behind these incidents.

Nothing out of the ordinary had happened as Aelita and Jeremie had journeyed to the factory. Upon reaching the entrance, Jeremie stopped and listened for a moment, convinced he would hear the noise of XANA's evil workings. The only noise to reach his ears was the sound of the wind mixing the noise of Aelita's breathing. He had to admit, he liked the sound.

They continued, swinging down the ropes and summoning the elevator to take them down to the computer below. About halfway down the elevator shaft however, Jeremie could tell there was a problem. The sounds of mechanical workings made their way to Jeremie's ears, causing him to blink. He then turned to Aelita, who could heard the sounds as well, and they both swallowed, dreading what they would find when they reached the bottom of the elevator shaft.

The doors of the elevators slid nosily open to reveal the mostly empty super computer control room. Both Jeremie and Aelita ran forward, mouths agape at what they saw before them.

The computer screen was brightly lit as words and symbols flashed across its iridescent surface. In place of the shimmering, holographic map of the four Lyoko regions, there was a large three-dimensional map of the entire world, slowly revolving in the center of the room. Most of the landmasses on the display were glowing an odd, orange color or a bright red color, while here and there a splotch of green could be seen.

Jeremie hopped up into the computer chair, and began accessing the files on the screen. "It's no use," he stated plainly, "I'm completely locked out. I can access his plans, but I can't stop him from here."

"How did he come back?" asked Aelita in a loud, but trembling voice. "We shut him down, didn't we?"

"I thought we did, but apparently that's not the case. We need to warn the others, have them to the factory as soon as possible," Jeremie said, putting on his old headset and turning to face Aelita. "I'll need you to get into contact with the gang, tell them to get here now." Jeremie noticed that it almost felt good to be back fighting XANA with his friends. Almost.

"Are we going to Lyoko?" Aelita asked Jeremie.

"Lyoko is offline Aelita. XANA isn't attacking from there," stated Jeremie.

"But doesn't XANA need to activate a tower in Lyoko to take control of technology in the real world?" asked Aelita, obviously confused.

"Not anymore, apparently. When we shut off the super computer, that included Lyoko. The part of the super computer housing XANA has been re-activated, but the part containing Lyoko is still powered down. Even if I could send you there, you wouldn't be able to do anything, because XANA isn't in Lyoko." Jeremie paused before continuing, "I know its confusing Aelita, but it doesn't matter how XANA's doing it. Right now XANA is planning to attack all of Paris, except for the area near factory."

Jeremie tapped a key of the super computer and the holographic image of the world in the center of the room shrunk, magnifying the region of France near Kadic School. He walked over and gestured to the only green spot of the map. "This is the area in the very near vicinity of the factory," he stated simply. "XANA is going to use military satellites in orbit to destroy everything else," he gestured to the rest of the map, which was entirely made up of orange light.

"What's your plan, Jeremie," asked Aelita.

"I'll do all I can to try and stop XANA from outside, but if I can't…" he paused, turning to look Aelita in the eyes, "then this will be the only safe place left for in France. That's why I need you to call Ulrich and Yumi, and tell them to get everyone in school and bring them here. Then call Odd. We just have to hope he was dumb enough to keep his phone on during his date."

* * *

Odd had really enjoyed the date. Sam loved the movie, and spent most of it holding Odd's hand with her head resting on his shoulder. After the movie ended, they had walked across the street to one of Sam's favorite restaurants and ordered two giant hamburgers. Odd had finished his in one minute flat, and promptly ordered another one. After finish his second, Sam was done with her first, and so the two of them ordered milkshakes and sat and talked for what had seemed like a long time. Odd was having more fun than he had in a long while.

He was just finishing his first shake when he felt his phone vibrate. Normally Odd would have answered right away, but because he didn't have to worry about a XANA attack, he was pretty sure that the call was unimportant. He didn't want to interrupt his date with Sam if he could help it.

Just as his phone stopped ringing, he noticed Yumi's parents enter the restaurant, bringing between them Yumi's annoying little brother, Hiroki. Personally Odd liked the little kid, mainly because he bothered Yumi about Ulrich almost as much as Odd bothered Ulrich about Yumi.

Thinking back to the phone call he had received a few moments earlier, Odd made a mental note to check it later. He then ordered another pair of milkshakes for himself and Sam. He planned to make his date with Sam last as long as possible.

* * *

Jab, kick, block, kick, jab, punch, kick. Ulrich's moves flashed through his mind as he sparred with Yumi. Circling around each other in an endless cycle, each taking it in turns attacking and defending. Yumi finally broke the cycle, knocking Ulrich to the floor and pinning him for the fifth time that night. Jim dismissed their class and both teenagers left the gym. Yumi had told Ulrich that her parents were going out to dinner with her little brother, so they could take a walk without her having to leave in order to make curfew. Ulrich happily accepted, as so the two of them set of into the woods by the Hermitage.

"I almost had you that last time," said Ulrich is a confident voice. In truth, he had come close to beating her many times that night, but she had always managed to come back and win.

"Well, you know what you get for almost," said Yumi smiling and poking Ulrich in the forehead. "Nothing!" She laughed. The sound was like music to his ears.

They walked in comfortable silence for a few more second before Yumi's phone went off, its shrill ring piercing the otherwise silent night. She grabbed and answered it to find Aelita on the other end. Her voice was frantic and worried.

"What is it Aelita? "asked Yumi into the mouthpiece. As Aelia told her about all of the things that she and Jeremie had learned since they had reached the factory, Yumi's mouth fell open in shock. Ulrich stood impatiently in front of her, waiting for news. Aelita quickly told Yumi of Jeremie's plan to have her and Ulrich evacuate the school before hanging up to help Jeremie in an attempt to stall XANA's attack.

After Yumi had hung up, Ulrich said to her, "do you mind telling me what is going on."

"XANA," Yumi whispered, "he's back somehow and he's planning on destroying all of Paris."

"WHAT!?" exclaimed Ulrich in disbelief.

"Yeah, I know," agreed Yumi. "He's not attacking from Lyoko either, so Jeremie can't sent us there to stop the attack. He's going to try to stop XANA himself but if he can't he needs us to evacuate the school, and bring them to the factory. It's the only place that's safe."

Wasting no time, Ulrich and Yumi ran back to the school. They then split up to cover both the girls and boys dorms quicker, agreeing to meet in front of the school in ten minutes.

* * *

Odd and Sam had just stood up to leave the restaurant and maybe head to the skate park for some midnight skating, when three police officers entered the building.

"Everyone," shouted the largest one, "This is an emergency situation." All the people in the small diner turned around to face him.

"There is a possibility," continued the officer," however unlikely, that an accidental orbital military strike may be targeted on this area. We have been instructed to evacuate everyone to a nearby bomb shelter." The people in the restaurant looked around at one another with worried expressions. "If I could have everyone follow me in an orderly fashion, we can start heading to the shelter."

Odd looked outside to see a large group of other people standing in the street preparing to leave with the police officers. Remembering the phone message he had received earlier, he motioned to Sam to wait and pulled out his phone. Just as he had expected, he had received a one-word text from Aelita that read, "XANA."

Odd grabbed Sam's hand and together they left the building, but instead of following the crowd to the right, Odd made to go left, but was stopped by Sam. She asked him, "Where do you think you're going?"

"My friends are at the nearby factory," explained Odd. "We have to go there, where will be safe." Sam still looked reluctant, so Odd placed his hands on her shoulders and looked into her eyes. "I need you to trust me," he said in a quiet voice. "We'll be safe at the factory. Please."

"Alright, I trust you," she said finally. "Let's get going."

The two teenagers set off towards the factory, sticking to the shadows in order to avoid being seen by the cops. They hadn't gone more than two steps however, before they were stopped by a pair of outstretched hands. Odd, who was expecting it to be the police, try to make them evacuate with the others, grabbed Sam's hand and made to run for it. He was stopped however, by a voice he recognized: "Please, you're one of our daughter's friends, aren't you? Do you know where she is?" Odd turned to she Mrs. Ishiyama, followed by the other two Ishiyama family members.

"Um, yeah, I know where she is," said Odd tentatively, inventing his story as he went along. "She's at a different shelter, not to far from here. I can take you guys there if you want."

"Could you? Oh, thank you very much," said Mr. Ishiyama, his voice full of gratitude.

"Sure, this way," replied Odd. And so the group of five set of once again for the factory, but they were once again stopped. This time it was Sam, who grabbed Odd's wrist and said, "Shit. Odd, I forgot my phone on at the back at table in the diner." She immediately set off, back towards the restaurant.

Odd tried to stop her, but she moved to quick. He yelled after her, "Sam, no. We have to leave now."

"Really, it will only take a second," Sam said confidently, still moving towards the restaurant, but failing to notice the cop she was about to walk straight into.

"Sam, watch out," yelled Odd, but he was to late.

"Where do you think you're going, little girl," said the large police officer, grabbing Sam 's wrist and pulling her towards the line of people moving away from Odd.

Sam tried to struggle out of the policeman's grip, but he just dragged her over one of the slow moving police car, opened the door and pushed her into the back seat. He then hopped in the front, talking to another cop as they slowly moved away from Odd.

"Damn it Sam," Odd muttered under his breath. He contemplated chasing after the police car, confident he could get her away from the cops without much trouble. He turned around to face the Ishiyama family, huddled together; unsure of what would happen next. They looked scared, staring at him, waiting to see what he would do. He couldn't leave them here while he went off to rescue Sam.

"Shit," whisper Odd angrily. He then addressed the Ishiyama family. "Come on, we have to keep moving. It's not far away."

The four of them moved on, just as a loud siren began sounding in the distance. Odd was silently praying that Sam would reach the military bunker safe and sound. He really hoped she'd be all right. A single tear rolled down his cheek, but he quickly wiped it away.

* * *

Jeremie was exhausted. It was nearly one o'clock in the morning, a siren had just begun blaring in his ears from a far off outside window, and he was busy at a computer, attempting to stop an evil A.I. from destroying the world. "Just like old times," he whispered to himself, continuing to type on the keyboard.

"I found it," called Aelita from a far corner of the room. She was holding a thick red cord in her hands and looked expectantly at Jeremie.

"Good," said Jeremie, "Pull it out of its socket and start looking for the next one."

Aelita obliged, yanking the cord from its socket on the wall before returning to her work. She knelt down on the floor, sifting through dozens of multy-colored wires. Each specific cord she removed added precious minutes to the amount of time before XANA could launch his attack.

Jeremie once again began his typing, trying to find more ways of delaying XANA's attack. Deep down, however, he knew it was hopeless. No matter what they did, XANA would destroy Paris, and probably the whole world. And despite his and Aelita's best attempts to slow him down, he would most likely begin his attack very soon.

As though right on cue, the super computer's screen began to flash all sorts of warnings about power drainages and rising danger levels. The 3-D image of the planet began to glow brighter as its rotation slowed. Stopping his work, Jeremie whipped out his cell phone and dialed Yumi's number.

* * *

Ulrich tapped his foot impatiently. It was five minutes past the time Yumi was supposed to meet him with the people from the girl's dorm. He and a large throng of boy's were milling around outside the front of the school, waiting. At first, Ulrich hadn't known how he was going to convince everyone to evacuate the school, but just as he had started up to the dorms, a large siren pierced the night, wailing through out the city. It wasn't really all that difficult after that.

Just as some of the boy's were talking about leaving, bored by the wait and doubtful of Ulrich's claims, Yumi emerged, dragging Sissi and followed by a large mass of girls. Sissi was shouting something incoherent at Yumi, who responded, "See! I told you Ulrich would be here." She then let go of Sissi's arm and she promptly ran toward Ulrich.

"What's going on, Ulrich?" asked Sissi in a scared, shrill voice. "What are those sirens, and where are we going?"

Ulrich ignored her, instead turning to Yumi and asking, "is that everyone?"

"Yep," she responded hurriedly. "We should get the teacher's and then move everyone to the factory. Any word from Odd or Jer?"

"Nope, nothing at all," said Ulrich, turning to head off towards the teacher's building. He had barely made it tree steps, however, when he noticed three figures walking towards him.

"What is the meaning of this?" called Ms. Hertz to the group of students at large. To her left was Jim, and on her right stood Yolanda, the school's nurse, looking worried. Ulrich ran up to them, mentally preparing a speech with which to convince the teachers to come with him. Yumi, meanwhile, was answering her cell phone, and the group of students waited around to be told what do next.

"We need to leave right now. We are all in danger," Ulrich said to the small group of teachers.

"We are well aware, Stern," said Jim, walking forward. He then addressed the group of students. "You are to wait here until the police arrive to begin the evacuation to the bomb shelter."

"No," cried Ulrich, grabbing Jim's arm and pulling him around so they were face to face. "We need to leave now."

"Stern, let go of me," said Jim sternly, pulling Ulrich's hands off his arm and talking a step back. "If you know something we don't, then tell us."

Ulrich was about to respond when he notice something behind Jim. Grabbing Jim's shoulder and turning him around, Ulrich pointed to the night sky. Only a moment before it had seemed pitch black but it was now glowing the bright orange color of fire. Jim turned back to Ulrich looking concerned. The crowd of students was beginning to notice the change in the sky as well, some of them shouting their surprise while others whispered worriedly.

Ulrich lowered his voice, speaking to Jim directly, "We don't have time to wait. Me and Yumi can lead everyone somewhere safe, but we need to go now."

* * *

Jeremie fidgeted around in his chair, waiting for Yumi to answer her phone. He needed to warn her and Ulrich and get them to come to the factory now. They were nearly out of time.

"Yes," came Yumi's voice through the speaker. She sounded rushed and out of breath. Jeremie could hear raised voices in the back round, what sounded like Ulrich arguing with an unidentifiable but familiar voice.

"Do you have everyone?" Jeremie asked impatiently.

"Almost," she replied, 'Ulrich is trying to-." But Jeremie cut her off.

"Almost isn't good enough," Jeremie said hurriedly into the receiver. "You need to get here now." He placed great emphasis on the last word, nearly shouting it. Aelita looked over at him, abandoning her work and walking over next to him.

Static began to fill the line, but Jeremie could still make out Yumi's next words. "We just need to convince the teachers to come with us, and then we'll-." But Jeremie cut her off again.

"No Time!" he shouted into the phone as the super computer room began to shake. The phone slipped through his trembling fingers and clattered to the floor.

* * *

Jim looked conflicted, part of him wanting to stay and wait for the police, while the other wanted to believe Ulrich, and leave with him. Deciding on the latter, Jim looked back and nodded at the other teachers before once again addressing the large group of students. "There has been a change of plans," he said in a loud voice, "we are going to follow Mr. Stern here. He is going to take us somewhere safe." The whole group, including the teachers turned to stare at Ulrich, waiting to follow him.

Ulrich ran over to Yumi, who had just finished her phone call. She looked quite distraught. "We need to go now," she said.

"I know," responded Ulrich as the ground began to tremble. He then shouted to the entire group, "Everyone follow me!" after which he and Yumi turned and began leading the large group of people towards the factory.

* * *

Odd and the Ishiyama family had been walking in silence for almost ten minutes when the sky began to glow orange. They promptly increased their pace, beginning to jog through the empty streets. Just as the factory came into view on the horizon, the ground began to shake. Odd quickened his pace further, making it to the large doors of the factory before the Ishiyama family. He stood at the entrance, motioning to them to hurry up. When they finally reached the entrance, Mr. Ishiyama gave Odd an inquisitive look and Odd told him to find go to the lower level of the factory and wait for Yumi, who would be there in a moment. The Ishiyama family did as they were told, and Odd pulled out his cell phone, dialing Yumi's number.

* * *

Yumi and Ulrich had been leading the group for almost ten minutes when they finally reached the factory. They would have moved faster if they hadn't been slowed up by some of the less speed members of their group. The ground had begun to shake even more violently, which had also impeded their quickness. Yumi had received a phone call from someone, but hadn't bothered to answer it. She suspected it was Jeremie, but didn't need him to tell to her move faster; Ulrich was doing a fine job of that on his own. He had really taken charge of the group, telling them to keep moving, that they were nearly there, and that they'd be safe soon. He really seemed like a natural leader.

When the group reached the entrance to the factory, they were greeted by Odd who was standing at the entrance looking preoccupied. Ulrich began by the factory doors, motioning to the group of students to go inside while Odd pulled Yumi aside. "Your parents and brother are already safe in the factory" he said to her.

Yumi's eyes lit up brightly as she said, "Thank you so much Odd." Her voice was full of gratitude.

"No problem," said Odd, and Yumi promptly ran down to join her family.

Odd walked over next to Ulrich to watch the last of the group pass into the factory. He watched as Jim and Yolanda brought up the rear, practically carrying between them a very exhausted Ms. Hertz. All this running had been very difficult for her.

The ground was shaking uncontrollably, and the glowing night sky seemed brighter than it had during the day. Ulrich turned wordlessly to Odd, and the two boys stared into each other's eyes. Then Ulrich shook his head and turned to walk into the factory and join the others. They were huddled together on the factory floor, holding on to anything they could grab to steady themselves against the quaking earth. All of them looking as if they expected to be blown away at any moment.

Odd remained standing at the entrance, gripping the wall and watching as the sky opened up and rained fire and death down upon everything. Screams pierce the night, but they were quickly drowned out by the sounds of explosions all around. Tears rolled down Odd's face as he watched the world burn.

* * *

Deep down in the bowels of the factory, two young children held one another close as their world was slowly reduces to nothingness. Aelita clutched Jeremie's arm and buried her head into his shoulder. Jeremie wrapped his other arm around her and placed his head on top of her's, whispering into her ear that everything would be all right. And then he began to pray. He prayed for Odd, whom they had not been able to contact, hoping that he was safe. He prayed for Ulrich and Yumi, and for all the students and teachers of Kadic. He prayed they would make it to the factory in time. All lastly, he prayed for Aelita and himself, hoping they would make it through this horrible situation.

Jeremie kissed the top of Aelita's head and whispered, "I love you." He heard her whisper it back, and held her even tighter.

---

**MC: **Well, there you go. That's the first chapter. I really hope you liked it. I tried to mirror the character's personalities on the show as best I could, but I don't know if I got them all down exactly. This chapter was probably longer than most of the other ones, but I can't really say that for sure. Ten virtual fan-fic bucks go to the person who can tell me where the news reporter is from. Also, why do like half the characters on this show have names that the spell checker doesn't recognize. It's really annoying. I do NOT own Code Lyoko.


	3. Chapter Two

**MC:** Hello again. How's everyone doing? Hope you've liked the story so far, cause I'm back with chapter two!

Thanks goes out to The Mad shoe1 for being reviewer #2. Thanks a lot. You're encouragement makes the writing much easier.

Sorry for the REALLY long wait, I hope to have future chapters out a lot sooner.

Once again for clarification, I do not own Code Lyoko.

Chapter Two:

Darkest after Dawn

Pink. Jeremie really loved the color. He might even like it more than blue, which had been his favorite for as long as he could remember. A bright pink shock of hair had greeted Jeremie when he first awoke from his deep slumber. He took a deep breath, breathing in the scent of Aelita's rosy locks. He felt happy for the first time in a long while. Not wanting to remove his head from atop Aelita's, he simply sat there, his mind blank except for thoughts of the girl in his arms. Eventually, after what seemed like a long time, when he felt it was time to get up, and he slowly lifted his head to survey his surroundings.

He and Aelita were sitting, huddled together in a corner of the super computer control room. The room was in disarray. Broken CD's lay strewn across the floor, mingling with many other scattered objects. Small chunks of the ceiling had broken off during the night, crashing to the floor, leaving it pockmarked and covered in dents. The screen of the super computer itself was dark, though it looked intact. Two of the ceiling lights were broken, leaving two more still functioning and a third flickering on and off. The elevator doors were still sealed tight.

Memories of the previous night flooded back into Jeremie's mind, leaving him reeling in shock. He leaned his head back against the wall, wanting to scream.

Suddenly worried about Aelita, he quickly wrapped his arms around her once again. He could feel her chest rising and falling slowly and gave a quiet sigh of relief. Remembering Odd, Ulrich and Yumi, he reached for his mobile to find it wasn't in his pocket as it usually was. Looking across the floor, he noticed it sitting on the floor near the computer terminal. It had been smashed by a piece of broken ceiling, leaving tiny fragments scattered all around.

Slowly, Jeremie lifted Aelita from his lap, standing up before replacing her still sleeping form upon the floor. She stirred, slowly shifting her position to be more comfortable on the floor. Jeremie looked down at her, wishing she didn't have to face the horribleness of their situation. He would give her a few more moments of sleep before awakening her into the harsh reality they would both have to face.

* * *

Just as Odd's eyelids began to open, the first traces of sunlight began streaming across from the horizon. In the still early light, Odd was just able to make out remains of the once-great city that stretched out before him.

The fires had all gone out. There was nothing left to burn. Despite the growing sunlight, the entire horizon was dark, blackened by the flames of the previous night.

Odd averted his eyes from this silent scene of destruction, choosing instead to head down into the factory. Quietly sliding down one of the ropes, Odd stared down at the group of sleeping people huddled together on the factory floor. As he began walking through the sleeping crowd, sleepy faces peered out at him, still unsure if the events of the previous night had been a dream. He saw Milly and Tamiya looking wordlessly up at him, a look of silent, dreadful comprehension on each of their faces. He passed Sissi, Herb, and Nicholas, who had taken a place in the center of the group. Sissi was still resting, with Herb sitting quietly watching her sleep, and Nicholas sitting next to him looking around the factory nervously. The teachers were sleeping in a corner of the large room; Odd expected the stress of feeling responsible for the group had really taken a toll on their nerves.

The whole situation seemed very grim. However, when Odd finally reached his friends, he couldn't help but smile, in spite of everything that had happened. Yumi and Ulrich had fallen asleep lying in one another's arms with Ulrich's head leaning on Yumi's shoulder. Both of them were smiling.

Hearing a noise behind him, Odd turned around to see a few of the others beginning to stand. Some of them were milling around looking as though they were waiting to be told what to do, while others were walking up the stairs to see what had happened during the night. Odd could hear loud gasps and cries of shock as they reached the door and began getting their first view of the world outside.

Odd reluctantly reached his hand down and slowly shook Ulrich and Yumi into consciousness. They both looked around, silently assessing the situation.

Yumi was the first to speak. "What… what happened?" Her voice sounded anxious as she asked, as though she was frightened of what she would hear as the answer.

Odd just stood there and shook his head, pointing to the entrance up above where a large group of people was forming, looking out upon the terrible scene.

Slowly rising, Yumi and Ulrich walked over and quickly ascended the stairs to the entrance of the factory. The other onlookers parted for Yumi and Ulrich, giving them a full view of the destruction. Yumi clutched Ulrich's arm, and the pair of them stared, dumbstruck for a few moments at the world around them. Then, still clutching Ulrich's arm, Yumi collapsed to her knees, pulling Ulrich down with her. Yumi let out a long cry of anguish, like that of a wounded animal, while Ulrich just stared, silent tears rolling down his face. He wrapped his arms around her, and she buried her face into his chest, soaking his shirt with her tears.

Soon, the rest of survivors, drawn to the sound of Yumi's cry, were gathered at the entrance, looking out upon what was left of their city.

Odd, who had seen the destruction first hand, and was not eager to view it once again, stood alone in the back of the group. Suddenly remembering Jeremie and Aelita, who were no doubt still down with the super computer, he slid back down one of the ropes and ran over to the elevator. He pushed he button several times, waiting anxiously to hear the noise of the rising elevator car. It never came.

Odd leaned precariously over the edge of the shaft, looking down. It was pitch black and Odd couldn't see or hear any sign of the rising car. Pulling out his phone, he dialed Jeremie's number. A cool metallic female voice quickly answered him. "We're sorry, but your call cannot be completed at this time. We apologize for this inconvenience, and we hope to have the problem fixed soon. Thank you." The line went dead.

Confused, Odd was about to press re-dial when a voice stopped him. "It won't work." Odd turned around to see Emily facing him. She had a stony, emotionless look on her face and seemed as if she was trying hard not to cry. She held up her phone and waved it a little. "I've tried calling about five different numbers and none of them worked. My best guess is that whatever happened," she gestured to the door of the factory, where a large group of people were still gathered, "stopped the phones from working too."

"Great," muttered Odd sarcastically. "Thanks Emily." She simply nodded silently, her face still rather blank. She turned around and walked over to sit with a group of other girls, all of whom were also sitting in silence. This attack was having more of an effect on them than he had though. They were all probably suffering from shock, even himself, Yumi, and Ulrich. Pushing that thought from his mind, he moved towards the steps that led to the entrance of the factory.

They all had more pressing problems that emotional wellbeing. Staying alive, for example.

* * *

Ulrich and Yumi we sitting silently, leaned against the outer wall of the factory. Both had their arms wrapped around the other, and Ulrich was slowly running his hand through Yumi's hair. It had been awhile since Odd had left them up there to return to the factory. Yumi's family had come over each embraced Yumi for a long time. Even her little brother seemed affectionate. They had left after a short time however, seemingly sensing that Yumi wanted to be alone with Ulrich. Neither of them had spoke, they simply sat there. Ulrich's mind was strangely empty, all of his thoughts focused on the girl in his arms.

A hand suddenly touched Ulrich's shoulder, causing him to look around. Odd was looking at both him and Yumi, an emotionally hardened look on his face. After a few moments, Odd asked, "Are you two alright?"

After a moment Ulrich nodded slowly and Yumi sniffed, saying, "Yeah, I think so."

"Good," responded Odd, his voice suddenly sounding rather businesslike. "Because we need to find Jeremie," said Odd. A look of surprise and comprehension appeared on both Yumi and Ulrich's faces.

"I completely forgot," said Yumi, as Ulrich nodded in agreement.

"The elevator isn't working and neither are the phones," Odd told them. "So we have to take the long way down."

"Right," said Ulrich, climbing to his feet and steadying himself before helping Yumi up as well. "We'd better get going."

Ulrich started off in the direction of the inner factory, when Yumi stopped him. "Wait Ulrich," she said, her voice concerned, "what about all these people." She gestured towards the large group of people near the factor entrance, her family among them, as well as the few still remaining inside. "We brought them here, we can't just leave them here." She thought for a moment before continuing, "they need someone to tell them what to do."

Ulrich looked at the group at large and realized Yumi was right; the people who had finished gawking at the destruction outside had started to migrated back towards he center of the main factory floor. They were just milling around, looking nervous. Ulrich could tell the needed a leader.

As if right on cue, Jim walked out of the mass of people and towards Ulrich, Yumi, and Odd. He looked strange, as if for the first time in his life he was unsure of what to do. He stood in front of the group a moment before speaking. "I don't know how you three knew this place was safe, but you did." He paused for a moment before asking, "What are we going to do know?"

Ulrich thought for a moment and looked at his two friends, to see them both looking at him, waiting to see what he would say. Deciding that he seemed to have been chosen as a temporary leader of the group, he thought for another moment before speaking. "We aren't sure what we're going to do next, but before we can make any decisions, we need to get deeper into the factory. There we can learn more about everything that's happened." Jim looked unconvinced so Ulrich thought a little more and then continued, "I'll tell you what, Jim. I'll stay here and help you think about our next move, while Odd and Yumi go deeper into the factory."

Jim seemed satisfied with this proposal, but as Ulrich finished Yumi made a small noise of protest and reached out to touch Ulrich's arm. Ulrich turned around and Yumi whispered so only he could hear. "I don't want to leave you," she said in a hushed undertone. "I could stay here with you," she whispered, sounding hopeful.

Ulrich turned and looked her in the eye for a moment before responding, "I don't want to leave you either, but it seems like I sort of have to stay to make Jim happy, and I don't think it's a good idea to have anyone by themselves." He gestured at Odd, who had been listening quietly to the whispered conversation.

"You think XANA might attack or something…" she said, her voice trailing off.

"You can never be to careful," said Ulrich, sounding nervous. "Besides," he continued, the first small smile of that day spreading across his lips, "I've got Jim here to protect me. He probably knows all about fighting evil advanced A.I. and would just rather not talk about it." Yumi gave small laugh, though she still sounded nervous about leaving Ulrich.

"Don't worry Yumi," said Odd, some measure of his old, cheerful voice returning, "Ulrich will be fine."

Yumi nodded half-heartedly before walking over to tell her family the main situation. Ulrich and Jim were just beginning to address the group, saying they needed to do a head count to tell who was with them, when Yumi suddenly ran up and grabbed Ulrich in a tight embrace.

"You be careful, ya hear?" she whispered into his ear, her voice shaking slightly.

"I will," he said, turning to stare into her dark eyes. "And you be careful too, OK?"

"Yeah," she said, her voice low.

They held each other for a few more moments before braking apart. The stared at each other for a few seconds before Yumi sped forward and gave Ulrich a quick kiss.

On the lips.

Ulrich sat there for a few moments, a small smile appearing on his face. Then he shook his head, clearing it so he could focus on the task at hand. He gave quick nod to Yumi and Odd, who nodded back before turning and beginning their descent into the deeper, hidden part of the factory.

* * *

**MC:** Dude… that was hard to write. Hope you liked it. I wrote about half the chapter back in January, got a huge writer's block, and gave up for like three months. Sheesh. Sorry if anyone was waiting a long time for this to come out. I'll try harder to have chapters out consistently.

I know that the story seems all sad and depressing, which it kind of is, but the whole story is focused on the end of the world and stuff, so it kind of makes sense that it would be unpleasant at some parts.


	4. Chapter Three

**MC:** Well, once again it has been a really really long time since I have written anything, and I apologize to anyone who has been waiting. There really isn't any structure to my writing schedule, and I suppose that's why it takes so long for me to finish a chapter. Sorry again, and I'll try to do better at getting stories out sooner. (but don't hold you breath)

A super big thanks to **White Moon Fox**, who has been consistently reviewing my stories. You are super awesome, and your support means the world to me. Thanks

Code Lyoko is property of someone who is not me.

* * *

Chapter Three:

Omens

Aelita slowly awoke to the sound of shifting metal echoing around the super computer control room. Groggily, she lifted her head and rubbed the sleep from her eyes. The super computer room was a mess, debris scatter all around, but what really worried her was that Jeremie was nowhere to be found. She quickly stood, her eyes scanning the whole room for any sign of the blonde boy.

"Jeremie!" she called, her voice resonating through the entire room. After a moment, a shout from above reached her ears. She looked up to see Jeremie at the top of the ladder leading from the super computer room to the rest of the factory. Jeremie was at the very top, pushing on what appeared to be a large metal object blocking the ladders exit. Jeremie turned to look down at her, letting go of the ladder with one hand to wave down to her. She waved back, and Jeremie slowly began descending the ladder. However, as he placed his foot on one of the ladder's upper rungs, there was a loud crashing noise as the rung gave way and clattered to the ground. Jeremie cried out in surprise as he lost his footing and began slipping off the ladder. "Jeremie!" she cried again, as she started running across the room to the bottom of the ladder.

"Aelita!" he called back as he lost his grip completely, and began tumbling downward. Aelita's mind froze for a moment as Jeremie seemed to fall in slow motion, is body speeding towards the ground. Aelita continued running forward, sliding under Jeremie's falling form at the last moment, as he fell into her arms. The both collapsed to the floor, holding each other and breathing deeply. They both looked into the other's eyes, and after a moment Jeremie whispered, "Thanks." After another moment he added, "lets not do that again."

* * *

The hallway's florescent lights flickered ominously as Yumi and Odd walked through the lower levels of the factory, away from the fading voices of Ulrich and the rest of the group. Wind whistled eerily through some far off window, causing Yumi to shiver slightly, wishing she had a sweater that was actually her size. A small noise from the corner of the room caused her to jump a little as a mouse ran across the room.

Odd glanced over at her, smiling and shaking his head slightly. "Of all the times to start a serious relationship, he said, his voice echoing throughout the rather empty passageway, "you and Ulrich choose the end of the world."

Yumi looked over at him, a small smile forming at her lips. "It was now or never, so I picked now." Yumi seemed to think for a moment before she spoke again. "Speaking of relationships, what happened to Sam, wasn't she with you last night?"

The smile vanished from Odd face as he told Yumi the story of his and Sam's near escape from the diner, of how she had went to get her phone and been grabbed by the police, who had correctly deduced she was trying to escape. When he finished, Yumi reached over and put her arm around Odd, comforting him and saying, "I'm really sorry Odd." She paused for a moment before her face lighten some what and she added, "Who knows though, maybe she made it to a safe place."

"Yeah, maybe," said Odd, who still didn't looked convinced.

Yumi tried again to cheer up her friend, "If anybody knows how to survive harsh conditions, it's Sam."

"Yeah," said Odd, his face lifting slightly, "yeah, you're probably right." He smiled over at Yumi, who smiled back.

* * *

"Alright," said Ulrich loudly, the sounds of Yumi and Odd's foot steps fading away behind him, "we need to make a list of everyone whose here. And while we're at it, I don't think it's a good idea for anyone to go wandering out of the factory right now." He paused, looking around. Everyone's faces were turned towards him, some sad, some angry, most with a blank stare of shock still adorning their features. A couple of people were wandering around the factory floor, moving aimlessly, their eyes out of focus. They needed guidance, a leader. 'I guess that's me,' he thought, before continuing to speak. "It's important for all of us to stick together."

"Who are you to tell us what to do," said a loud voice, echoing around the silent room. "You don't know what's going on." A boy with spiky red hair, whom Ulrich had never talked to was looking up at him defiantly, anger etched in his face.

"I do know what's going on," began Ulrich, but his voice was drowned out by a second voice, coming from another boy next to the red headed one.

"No one here knows what's going on!" he shouted, gesturing around at the rest of the group. He waited a moment, as though expecting people to murmur in agreement, but the room was still silent. "I say we leave this place, and find some who actually knows what there're doin'." There was once again silence, but it was broken almost immediately by an anger shout.

"You stupid boy!" shouted Ms. Hertz, speaking for the first time since their arrival at the factory. The running of the previous night had drained her, but she was shouting at the top of her lungs. "That boy," she gestured wildly at Ulrich, "saved your life. He saved all of our lives!" Her voice was much higher than usual, but it rang out loudly, her shouts echoing all around the factory floor. "And I'm sure he knows a hell of a lot more than you, Jackson, or you, Trevor." The two boys had shrank back at Ms. Hertz loud reprimands, looking scared. After a moment, Ms. Hertz looked as if she was about to faint. She wobbled dangerously on her feet before both Yolanda and Jim grabbed her by the arms to steady her.

The room was silent once again, everyone slowly turning to once again face Ulrich. He stood there for a moment before continuing his speech. "All right then, we need to find out everyone who's here, so just, form a line and I can write your names down on this sheet of paper."

* * *

They had been walking in silence for about ten minutes when Yumi heard it.

The hall was dark; none of the lights seemed to be powered in this part of the building. Yumi could just make out the outline of Odd walking beside her, moving quickly. They had just moved down a flight of steep stairs when she heard a noise behind them, barely audible over the sound of their footsteps.

"Stop,' said Yumi, throwing out her hand in front of Odd to stop him. "There's something here."

'Yeah," said Odd, pushing her arm away, "probably more rats." He waited for her to move again, but she didn't. He sighed, "you're just jumpy. It's understandable, but there's nothing down here but us and rats." He took a step forward, but Yumi stood rooted to the spot, listening. "What could it be Yumi," he said, becoming impatient. Yumi waved a hand at him, shushing him. "C'mon, we have to go find Jeremie and Aelita soon, or-"

Quiet," she hissed, barely making a sound. She'd heard it again, a sound like a footstep mixed with something electronic. She turned her head from side to side, trying to see the source of the noise in the blackness. Her eyes could barely penetrate the darkness in the hallway, though she thought she saw a shadow of something move around at the other end of the hall. She stood stock still, waiting for something to happen. Nothing did. Finally, relaxing slightly, she said to Odd, "you heard it, right?"

"I heard something…" said Odd, his voice still unconcerned. "It's either a rat," he gestured at himself, "a trap," he gestured at Yumi, "or much more likely, a rat, in a trap." He laughed a little at his own joke before reaching into his pocket and removing something Yumi couldn't see. "Let's shed a little light on the situation," he said, before turning on his mobile, the light from its screen dimly illuminating the interior of the hallway. For a moment Yumi couldn't see anything strange, but then she saw the shadow move again. It was more sharply defined now, and she looked around franticly for it's source. A moment too late, she realized what it was.

* * *

Ulrich looked grim. He had tallied a total of eighty-eight people, including himself, Odd and Yumi, the three adults, the rest of the students from Kadic, and possibly, Jeremie and Aelita, from wherever they were hidden in the depths of the factory. Kadic, he knew, was rather small for a boarding school, but it still housed over a hundred students, with many more coming from homes in the surrounding area. He couldn't bring himself to imagine those who had been left behind. He and Yumi hadn't bothered to check the grounds, or the cafeteria, or any of the other school buildings. They had just left those other students there, to die. He tried to tell himself that they had needed to leave, that there hadn't been time, but his excuses just sounded feeble in his mind.

He looked around at the others, all of them standing around the empty factory floor. The shock was passing for some of them, the realization surfacing that their old lives were gone forever. There were a lot of tears; Jim was comforting a group of small girls, all of whom were crowding around him, looking as though they'd never be happy again. Ulrich recognized Milly and Tamiya among them. He could see the nurse, Yolanda, ripping apart a piece of her coat to make a makeshift bandage for a crying boy who was cradling his leg, a gash along the side slowly dripping blood. Yolanda was slowly whispering to the boy that everything was alright and that he shouldn't cry, but he should be strong and unafraid. It seemed to be working, because the boy's cries were diminishing. He could see the three members of the Ishiyama family, all crowded together, holding one another.

A noise behind him made him turn around to see Ms. Hertz slowly walking over to him. She seemed smaller than she had a few days ago, and much older. Her hair seemed to have gone from dark gray to nearly white, though Ulrich realized that may just have been an excess of dust from the old factory. She seemed to lose her balance and Ulrich moved quickly forward and grabbed her arm, stabilizing her. She stood for a moment, righting herself before brushing off Ulrich's arm. "I'm fine, Stern," she said sharply, though she wobbled again and had to put her arm to the wall to right herself once more.

"If you say so, Ms. Hertz," said Ulrich, though making a mental note ensure Yolanda looked over her. "Umm, thanks for, you know, helping me to-" She cut him off.

"It was no problem, Ulrich," she said, her voice softening noticeably. "But I came to talk to you about something important."

"What is it, Ms. Hertz?" he said, slightly concerned. He didn't want more bad news.

"It's about what I helped you with. If you're going to be our new leader, and it looks as if you are, you need to show more authority." Ulrich looked confused, so she elaborated. "I know about it from being a teacher. If you let them walk all over you, the they'll never take you seriously, and they'll never listen to you. They're in shock now, hell, we all are. But soon, when they're more conscious of what's happening, you're going to have a lot more dissenting options." She looked sternly at him for a moment before continuing, " you haven't given us a lot to go on in the way of facts. Like how you know so much about the factory, and what's going on." Ulrich looked as though he was going to interrupt, but Ms. Hertz continued speaking. "I'm not saying you owe me an explanation. You saved all our lives, and as far as I'm concerned, there's no one we'd be better off following than you." She smiled a moment at Ulrich, who nodded. "But there are going to be a lot of questions soon, and if you don't assert your authority now, you may not keep that title of leader for much longer. Just a tip."

After she finished speaking, she walked away, staying close to the wall so she could occasionally rest her hands on it for support. As she left, Ulrich though about what she said. 'She's right,' he thought sourly, 'I've given them nothing to go off of but my word that I'm right and that they should trust me. If I was them, I don't think I want to listen to me either.' He knew he was going to need to be convincing.

He stood up again, and used his loudest voice to get everyone's attention. "Everyone, I need you're attention. If everyone could just come over here, that would really help." He didn't want to tell them anything jut yet, not without consulting Jeremie, and certainly not while he was without any other support. He knew he would have to give them some details soon, but he decided that baser needs were more important. "We need to find some food," he said, feeling his own stomach growling hungrily. "None of us have had anything to eat all day, and I'm sure that were all feeling it. There's a small cafeteria a few rooms away from here. I'll have Jim," he gestured towards Jim, who nodded before Ulrich continued, "take a group over there to get some food and bring it back here for everyone else. Who would like to go with Jim?" A few people slowly began to raise their hands, but as if on queue, a voice sounded out from the crowd.

"Why are we listening to him," yelled the spiky haired boy named Jackson exasperatedly. He was about to shout again, when Ulrich shouted over him.

"Everyone already knows you don't agree with me, so you can just leave," he said, booming his voice over Jackson's. "I brought everyone here so they would be safe." He looked around for a moment before speaking again. "I wrote down everyone's names so that we wouldn't lose anyone, so that you would all be safe." A few people were nodding, murmuring heir agreement with his statements. "And now I'm trying to get everyone some food, so we don't starve. So, if anyone thinks I'm not trying my best to help us all, or that I don't have any idea what I'm doing, then you can leave too." Most of the crowd seemed to be on his side, nodding, with some even smiling slightly. The boy called Jackson was looking sheepish, and receiving a couple of nasty looks from the people nearest him.

* * *

Ulrich smiled a little to himself five minutes later, as a small group of people began setting off through the upper levels of the factory in search of food. Ulrich had explained to Jim how to reach the cafeteria, and Jim had seemed fairly confident he could get there with no trouble. 'Maybe,' thought Ulrich to himself, 'just maybe, this leader stuff won't be so bad.'

Behind him, leaning against the far wall, Ms. Hertz smiled, knowing that their fate was in good hands.

* * *

**MC:** Holy Shi-… Crap. Eight months. That's a long time. Like, a REALLY long time. I've said this every time, but I'll say it again, sorry to anyone who was kept waiting. I won't lie to you, I'm probably not gonna update for a while. I mean to, and I plan to, but it just takes forever to get motivated. I know where the story is going, but I have a lot of trouble getting there. I hope you can read the next chapter soon, but probably not. Who knows.

On a separate note. Please review. I love reviews. They make me wanna write. Without them, I don't know if I'll ever finish. I need all the motivation I can get. Thanks

Thanks for reading, hope you liked it. See ya next time.

Adios amigo, adios.


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